Legal Form Each of this Agreement and any promissory notes evidencing Loans made (or to be made) is in proper legal form under the laws of any Account Party Jurisdiction for the admissibility thereof in the courts of such Account Party Jurisdiction.
Format The data will be provided in the format specified in Specification 2 for Data Escrow (including encryption, signing, etc.) but including only the fields mentioned in the previous section, i.e., the file will only contain Domain and Registrar objects with the fields mentioned above. Registry Operator has the option to provide a full deposit file instead as specified in Specification 2.
Complete Copies of Materials The Company has delivered or made available true and complete copies of each document (or summaries of same) that has been requested by Parent or its counsel.
Title Company Documents All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company. At Buyer’s sole expense, Buyer shall have obtained an irrevocable commitment directly from the Title Company (or in the event the Title Company is not willing to issue said irrevocable commitment, then from such other national title company as may be selected by either Buyer or Seller) for issuance of an Owner’s Policy of Title Insurance to Buyer insuring good and marketable fee simple absolute title to the Real Property constituting part of the Property, subject only to the Permitted Exceptions in the amount of the Purchase Price.
Executed Documents The Initial Purchasers shall have received fully executed originals of each Document (each of which shall be in full force and effect on terms reasonably satisfactory to the Initial Purchasers), and each opinion, certificate, letter and other document to be delivered in connection with the Offering or any other Transaction.
Recorded Documents Escrow Agent shall cause the Deed and any other documents that Seller or Purchaser desires to record to be recorded with the appropriate county recorder and, after recording, returned to the grantee, beneficiary or person acquiring rights under said document or for whose benefit said document was required.
Confirmation The Company hereby agrees and assumes the duty to confirm on its behalf and on behalf of dealers or brokers who sell the Offered Shares all orders for purchase of Offered Shares accepted by the Company. Such confirmations will comply with the rules of the Commission and FINRA, and will comply with applicable laws of such other jurisdictions to the extent the Company is advised of such laws in writing by the Dealer Manager.
Spreadsheet The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.
Tape-recording The Fund on behalf of itself and its Customers authorizes the Custodian to tape record any and all telephonic or other oral instructions given to the Custodian by or on behalf of the Fund, including from any Authorized Person. This authorization will remain in effect until and unless revoked by the Fund in writing. The Fund further agrees to solicit valid written or other consent from any of its employees with respect to telephone communications to the extent such consent is required by applicable law.